EX-99.(C)(5) 6 d762369dex99c5.htm EX-99.(C)(5) EX-99.(c)(5)

Exhibit (c)(5)

 

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Project TurtleDecember 2023


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Notice to RecipientConfidentialThese materials have been prepared by one or more affiliates of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the “Company”) for discussion purposes only in connection with an actual or potential mandate or engagement and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate. These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, and may not be, in whole or in part, reproduced, quoted or referred to, or shown, transmitted, or otherwise given to any person other than Company’s authorized representatives, without our prior written consent. 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Sun Pharma Acquisition BehaviorPremia Bump AnalysisFinal Bid Premia to Premia to Initial BidAnn. Date Target Company Unaffected 30d VWAP 52-Week High Initial Bid Bid #2 Bid #3 Bid #4Premia to Initial Bid 14.3% - -01/19/23 Concert 15.9% 33.2% 6.8% 14.3%â^† vs. Prior Bid (p.p) — -Premia to Base 7.4% 10.3% 14.6%11/08/12 DUSA 38.4% 20.9% 14.3% 14.6%â^† vs. Prior Bid (p.p)—2.9% 4.3%Premia to Initial Bid 61.2% - -10/18/11 Taro 103.1% 97.8% 79.5% 61.2%â^† vs. Prior Bid (p.p) — -Premia to Initial Bid 10.5% - -12/06/10 Caraco 15.6% 10.3% (23.1%) 10.5%â^† vs. Prior Bid (p.p) — -Premia to Initial Bid 32.3%(1)—-05/21/07 Taro 68.0% 58.6% (29.9%) 32.3%â^† vs. Prior Bid (p.p) — -Premia to Base Premia to BaseMean 48.2% 44.2% 9.5% 26.6% Mean 25.1% 10.3% 14.6%Median 38.4% 33.2% 6.8% 14.6% Median 14.3% 10.3% 14.6%1____________________ Source: FactSet and Dealogic.(1) Sun did not formally offer to purchase Taro at $10.25 per share (Bid #2), but instead reached out to the Taro Board with a proposal to recommend to Sun’s Board of Directors a potential merger at $10.25 per share.


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Sun Pharma & Turtle History at a Glance2007—2008 Sun Pharma Offers for Taro 2011—2012 Sun Pharma Offers for TaroOffer Date 05/18/07 02/19/08 Offer Date 10/18/11 08/12/12 Offer Price ($/Share) $7.75 $10.25 Offer Price ($/Share) $24.50 $39.501-Day 27.0% 32.1% 1-Day 26.0% (3.6%) Premia to: 52w High (47.0%) 4.2% Premia to: 52w High 11.4% (18.0%) Prior Bid—32.3% Prior Bid—61.2%Equity Value (at 100%; $mm) $230 $402 Equity Value (at 100%; $mm) $1,091 $1,7651 ? On May 21, 2007, Sun Pharma and Turtle signed a definitive agreement to acquire a 100% 3 ? On October 18, 2011, Sun Pharma submitted a non-binding offer to acquire the remaining stake in Turtle for $7.75 per share shares of Taro that it did not already own for $24.50 per share 2 ? On February 19, 2008, Sun Pharma purchased 3.7mm shares from Brandes in a privately 4 ? On August 12, 2012, Taro and Sun Pharma entered into a merger agreement for a revised negotiated transaction at $10.25 per share and shortly thereafter proposed to increase the offer for $39.50 per share merger price to $10.25 per share ? In May, Turtle determined that the On February 8, 2013, the parties agreed to mutually terminate the agreement ? agreement had become stale and did not reflect the operational and financial turnaround the company achieved over the previous year, and terminated the agreement? In June, Sun Pharma gave notice that it was exercising its option to acquire Turtle’s controlling shareholder shares for $7.75 per share(1); following legal disputes during 2008-2010, a settlement was reached whereby Sun Pharma obtained control for 66.3% and 77.5% of economic and voting rights, respectivelyTaro Pharma Share Price Evolution Taro Pharma Share Price EvolutionPrice ($/Share) Price ($/Share)1 2 3 42023 Sun Pharma Offer for Taro? On May 26, 2023, Sun Pharma submitted a non-binding proposal to acquire the remaining shares of Turtle that it does not already own for $38.00 per share? The non-binding proposal values Turtle’s equity at $1.4bn(2) and the 21.5%(3) stake that Sun Pharma does not currently own at $307mm(4), representing a premium of +31.2% relative to the closing price of $28.97 per share on May 25, 2023 and a discount of (4.8%) relative to the 52-week high closing price of $39.90 on July 21, 2022_______________________Source: Public filings and FactSet as of December 05, 2023.Note: Based on disclosure contained in Turtle’s SEC filings. 2 (1) In the event the merger was not consummated, Turtle’s controlling shareholders granted Sun Pharma an option to acquire all their shares, including all of the Founders’ Shares of Turtle. (2) Based on 37.585mm basic shares outstanding as of 03/31/23 per company filings and $38.00 per share offer price.(3) Based on 29.498mm shares owned by Sun Pharma per latest SC 13D/A filing as of 05/26/23 divided by 37.585mm basic shares outstanding as of 03/31/23. (4) Based on $1,428mm implied Offer Value multiplied by 21.5% (stake currently not owned by Sun Pharma).


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Precedent Minority Squeeze-Out Premiums PaidCompletion Deal Value Enterprise Value Stake Premium to Number of Date $ (bn) $ (bn) Acquired Consideration Unaffected (1) 52 week high (2) Initial Offer (3) Bumps Target Acquiror05/26/2023 Sisecam Resources Sisecam Chemicals Resources $0.1 $0.6 26% Cash 39% 13% 40% 703/10/2023 Myovant Sciences Sumitovant Biopharma 1.4 2.9 48% Cash 50% 13% 19% 411/03/2022 StoneMor Axar Capital Management 0.1 0.7 25% Cash 67% (3%) 17% 211/01/2022 Sprague Resources Hartree Partners 0.1 0.9 25% Cash 31% (32%) 21% 510/07/2022 Convey Health Solutions Holdings TPG 0.2 1.1 25% Cash 143% (14%) 17% 204/05/2022 BP Midstream Partners BP 0.7 2.1 46% Stock 16% (4%) 16% 402/15/2022 Independence Holding Company Geneve Holdings 0.3 0.8 38% Cash 36% 17% 14% 207/11/2022 Entasis Innoviva 0.0 0.1 40% Cash 50% (42%) 22% 205/25/2021 FBL Financial Group Farm Bureau Mutual, Iowa Farm Bureau Fed. 0.6 1.5 39% Cash 64% (0%) 30% 303/29/2021 Urovant Sciences Sumitovant Biopharma 0.2 0.7 28% Cash 96% 3% 30% 401/26/2021 Eidos Therapeutics BridgeBio Pharma 1.1 2.8 36% Mixed 41% 12% 19% 112/01/2020 Hudson Dufry 0.3 2.3 43% Cash 50% (51%) — —10/12/2020 Akcea Therapeutics Ionis Pharmaceuticals 0.5 1.5 24% Cash 59% (19%) 13% 309/28/2020 CNX Midstream Partners CNX Resources Corporation 0.4 1.6 47% Stock 28% (50%) 10% 2 03/30/2020 AVX Kyocera 1.0 2.9 28% Cash 45% 16% 12% 3 10/18/2019 International Speedway NASCAR 0.3 1.9 25% Cash 15% (5%) 7% 5 09/19/2019 EMC Insurance Group Employers Mutual Casualty 0.4 0.8 45% Cash 51% 16% 20% 1 09/17/2019 Speedway Motorsports Sonic Financial 0.2 0.9 29% Cash 42% 9% 10% 2 07/23/2019 American Midstream Partners Magnolia Infrastructure Holdings 0.2 1.7 50% Cash (9%) (65%) (14%) 4 06/28/2019 SunCoke Energy Partners SunCoke Energy 0.3 1.5 38% Stock 9% (22%) — --01/28/2019 Dominion Energy Midstream Dominion Energy 0.9 3.0 39% Stock 3% (47%) 3% 1 07/17/2018 OCI Partners OCI 0.1 1.4 12% Cash 15% 11% 5% 1 02/07/2018 Alon USA Partners Delek US 0.2 1.0 18% Stock 44% (40%) — 2 10/12/2017 Handy & Harman Steel Partners 0.1 0.7 30% Mixed 33% 26% 28% 2 07/10/2017 World Point Terminals LP World Point Terminals 0.2 0.6 26% Cash 6% (2%) 3% 1 04/28/2017 Midcoast Energy Partners Enbridge 0.2 1.0 48% Cash 0% (17%) 19% 3 02/07/2017 Steel Excel Steel Partners 0.1 0.1 36% Mixed 55% 16% 11% 3 12/09/2016 Transocean Partners TransOcean 0.3 1.3 48% Stock 23% (1%) 7% 1 11/10/2016 National Interstate American Financial Group 0.3 0.6 49% Cash 42% 10% 14% 3 09/30/2016 Rose Rock Midstream SemGroup 0.4 1.6 44% Stock 20% (43%) 20% --07/22/2015 QEP Midstream Partners Tesoro 0.4 1.1 42% Stock (0%) (40%) 9% 302/04/2014 Cornerstone Therapeutics Chiesi Farmaceutici 0.1 0.3 42% Cash 78% 23% 42% 4Top Quartile (n=32) 44.1% 50.5% 11.9% 19.9% 3.3Median (n=32) 38.2% 40.2% (2.6%) 14.1% 2.0 Total Mean (n=32) 35.6% 38.8% (9.8%) 14.5% 2.5 Bottom Quartile (n=32) 26.3% 16.0% (34.1%) 7.1% 1.0Top Quartile (n=7) 40.8% 86.9% 12.4% 26.1% 4.0 Only Median (n=7) 36.3% 59.5% 3.2% 19.4% 3.0 HC Mean (n=7) 34.8% 73.9% (3.4%) 23.2% 2.9 Bottom Quartile (n=7) 26.5% 50.0% (16.6%) 17.7% 2.0Top Quartile (n=21) 42.6% 59.5% 12.9% 21.2% 4.0 Only Median (n=21) 28.7% 44.6% (0.1%) 16.7% 3.0 Cash Mean (n=21) 34.0% 46.2% (5.7%) 16.2% 2.9 Bottom Quartile (n=21) 25.5% 30.9% (17.4%) 9.7% 2.0____________________Source: Dealogic and public filings as of December 05, 2023. Note: Dollars in millions. Data sorted by initial acquiror ownership. Deal value represents value of the squeeze out. Represents transactions less than $3bn of enterprise value after 2014.3 (1) Unaffected stock price reflects the closing stock price on the last trading day prior to transaction announcement, public disclosure of a potential transaction or review of strategic alternatives, public speculation of a transaction or other market rumors or speculation.(2) Reflects premiums to 52-week high closing stock price for 52-week period prior to unaffected transaction announcement date. (3) Reflects increase from initial to final offer.